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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 15, 1999
INTELLICELL CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-12571 95-4467726
(Commission File Number) (I.R.S. Employer Identification No.)
9314 Eton Avenue
Chatsworth, California 91311
(Address of principal executive offices) (Zip Code)
(818) 709-2300
Registrant's telephone number, including area code
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Item 5. OTHER EVENTS
EXERCISE OF WARRANTS
On March 15, 1999, warrants to purchase 1,000,000 shares of common stock
with an exercise price of $1 per share were exercised in full. The warrants
were to expire on December 31, 2001. The warrants were issued in connection
with the conversion in December 1998 of $1,500,000 principal amount of
three-year unsecured and subordinated convertible notes that were sold to a
small group of accredited individual investors in November 1998. On
December 31, 1998, the Company exercised its option to convert all of the
foregoing notes into a total of 1,500,000 shares of common stock and the
foregoing warrants to purchase a total of 1,000,000 shares of common stock at an
exercise price of $1 per share.
COMPLIANCE WITH NASDAQ LISTING REQUIREMENTS
On April 6, 1999, the Company received notice that Nasdaq had determined
that the Company was in compliance with Nasdaq's net tangible assets/market
capitalization/net income requirement, as well as all other requirements for
continued listing on The Nasdaq SmallCap Market. The Company's common stock,
therefore, continues to be listed on the Nasdaq SmallCap Market.
The Company had previously been notified that Nasdaq planned to delist the
Company's common stock based on Nasdaq's determination that the Company would be
unable to continue to maintain compliance with Nasdaq's minimum net worth
requirement. The Company appealed this determination to a Nasdaq panel hearing
that was to be held in April 1999. However, based on information recently
provided to Nasdaq by the Company, Nasdaq has concluded that the Company is in
compliance with the minimum net worth requirement and that a hearing is
unnecessary.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTELLICELL CORP.
Date: April 20, 1999 By: /s/ David Kane
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David Kane, Chief Financial Officer
